Legal Question in Business Law in New Jersey
changing from a corporation to a limited liability company
our corporation was formed to purchase a tavern which did not pan out. we are currently considering changing to a limited liability company and are wondering if it is possible to do so even though our corporation is in the process of receiving state approval for a liquor license for the previous tavern. we are now involved with a different tavern but our liqour license paperwork involved a different county and town in the state of New Jersey. Should we change for the benefits of a LLC or stay a corporation until we receive approval for a liquor license(we have been informed the info can be transferred to another county and town with the approval of the new location's police department)?
2 Answers from Attorneys
Re: changing from a corporation to a limited liability company
try to change the pending application to a newly formed LLC (to form it, it take a couple of hours...my record is 3 hours).
Re: changing from a corporation to a limited liability company
The legal aspects of conversion would require:
1. Establish New LLC
2. Prepare Operating Agreement
3. Prepare Members Agreement
4. Resolutions of the LLC and Corporation
5. New Affidavits of Ownership for the License Application.
Nevertheless, why do you want to do this change? I would recommend that you investigate purchasing the real estate as a separate LLC from the business with the liquor license. There may be significant tax issues depending on how the transaction is structured.
I hope this helps!
Ronald J. Cappuccio, J.D., LL.M.(Tax)
Counsellor at Law
856 665-2121
http://www.taxesq.com/
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